Fees Payment Service Provider agrees to pay GlobalSign the fees for the Products and/or Services shown in the Order Summary. On each Product Term Start Date, Service Provider shall provide to GlobalSign valid, up-to-date and complete credit card details or, if applicable, purchase order information acceptable to GlobalSign. If Service Provider provides its credit card details to GlobalSign, Service Provider hereby authorizes GlobalSign to bill such credit card for the fees payable on the Product Term Start Date for any Products ordered. If Service Provider provides its approved purchase order information to GlobalSign, and/or opts to pay by invoice, GlobalSign shall invoice Service Provider on the Product Term Start Date for the fees payable in respect of any Products ordered. If Service Provider orders a new Product Pack, GlobalSign will invoice Service Provider on the new Product Term Start Date. If Service Provider continues to order Products individually, GlobalSign will invoice Service Provider on a monthly basis in arrears at the Overage rates shown for the applicable Product on the Order Summary. All payments are payable in the currency on the Order Summary and, unless otherwise set forth on the Order Summary, are due net thirty (30) days from the invoice date. GlobalSign’s quoted prices for the Services and Products are exclusive of any and all taxes or duties. Such taxes and duties, when applicable, will be added to GlobalSign's invoices. Service Provider will pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than applicable income taxes imposed on GlobalSign related to its receipt of payments from Service Provider. If any undisputed invoiced amount is not received by GlobalSign by the due date, then without limiting GlobalSign’s rights or remedies, (a) those charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (b) GlobalSign may suspend or limit Service Provider’s access to the Portal or Service without notice until full payment is made. Service Provider must notify GlobalSign of any fee disputes within thirty (30) days of the applicable invoice date or such invoice will be deemed accepted.
FEES & CHARGES All points, fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan have been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation. This representation and warranty is a Deemed Material and Adverse Representation; and
Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------
